| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 26, 2020, City Office REIT, Inc. (the “Company”) and City Office Operating Partnership, L.P. (the “Operating Partnership”) entered into Equity Distribution Agreements (the “Agreements”) with each of KeyBanc Capital Markets Inc., Raymond James & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, B. Riley FBR, Inc., D.A. Davidson & Co. and Janney Montgomery Scott, LLC, as managers (the “Managers”). Pursuant to the terms of the Agreements, the Company agreed to sell through the Managers, subject to the terms and conditions set forth in the Agreements, up to 15,000,000 shares of the Company’s common stock, par value $0.01 per share (the “common stock”), and up to 1,000,000 shares of the Company’s 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock” and together with the common stock, the “Shares”). Sales of Shares pursuant to the Agreements, if any, may be made in privately negotiated transactions and/or sales deemed to be an “at the market” offering as defined in Rule 415 of Securities Act of 1933, as amended, including, without limitation, sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. The Agreements contain customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The preceding description of the Agreements is qualified in its entirety by reference to the text of the Agreements, copies of which are attached hereto as Exhibit 1.1, Exhibit 1.2, Exhibit 1.3, Exhibit 1.4, Exhibit 1.5, Exhibit 1.6 and Exhibit 1.7 to this Current Report on Form8-K and are incorporated herein by reference into this Item 1.01.
In connection with the offering of the Series A Preferred Stock, the Company, as the sole general partner of the Operating Partnership, on its own behalf and as general partner of the Operating Partnership and on behalf of the limited partners of the Operating Partnership, has amended the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”) to amend certain provisions set forth in the Third Amendment to the Partnership Agreement related to the Agreements and certain tax provisions. The Company expects to contribute any net proceeds from the sale of the Series A Preferred Stock in the offering to the Operating Partnership in exchange for the same number of Series A Preferred Units. The Series A Preferred Units have economic terms that mirror the terms of the Series A Preferred Stock. The issuance of the Series A Preferred Units will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act.
This description of the material terms of the amendment to the Partnership Agreement is qualified in its entirety by reference to the amendment to the Partnership Agreement, which is filed as Exhibit 10.1 to this Current Report on Form8-K and is hereby incorporated by reference into this Item 1.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
No. | | Description |
| 1.1 | | Equity Distribution Agreement, dated February 26, 2020, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and KeyBanc Capital Markets Inc. |
| 1.2 | | Equity Distribution Agreement, dated February 26, 2020, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and Raymond James & Associates, Inc. |
| 1.3 | | Equity Distribution Agreement, dated February 26, 2020, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and BMO Capital Markets Corp. |
| 1.4 | | Equity Distribution Agreement, dated February 26, 2020, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and RBC Capital Markets, LLC. |
| 1.5 | | Equity Distribution Agreement, dated February 26, 2020, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and B. Riley FBR, Inc. |
| 1.6 | | Equity Distribution Agreement, dated February 26, 2020, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and D.A. Davidson & Co. |
| 1.7 | | Equity Distribution Agreement, dated February 26, 2020, by and among City Office REIT, Inc., City Office Operating Partnership, L.P. and Janney Montgomery Scott LLC. |
| 5.1 | | Opinion of Ballard Spahr LLP as to the validity of the Shares. |
| 10.1 | | Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of City Office REIT Operating Partnership, L.P. |
| 23.1 | | Consent of Ballard Spahr LLP (included in Exhibit 5.1). |
